Simplified Rules of Order

Procedures Used in Meetings

Quorum of Members

Before a meeting can conduct business it requires a quorum--the minimum number of members who must be present at the meeting before business can be legally transacted. The requirement of a quorum is a protection against unrepresentative action in the name of the association by an unduly small number of people.

The by-laws of an association should specify the number of members that constitute the quorum. Ideally, that number should be the largest number that can be depended on to attend any meeting except in very bad weather or other extremely unfavorable conditions.

Robert's rules state that if the by-laws do not specify what the quorum shall be, it is a majority of the members of the association. In some organizations, however, it is often not possible to obtain the attendance of a majority of the membership at a meeting. Most associations should therefore have a provision in their by-laws for a relatively small quorum. An actual number can be listed, or a percentage of the membership can be specified. No single number or percentage will be suitable for all associations. A quorum should be a small enough number to permit the business of the association to proceed, but large enough to prevent a small minority from abusing the right of the majority of the members by passing motions that do not represent the thinking of the majority.

The quorum for a committee of the whole is the same as that for a regular meeting, unless the by-laws of the association specify otherwise. If a committee of the whole finds itself without a quorum, it can do nothing but rise and report to the regular meeting. In all other committees and task forces a quorum is a majority of the members of the committee or task force.

In any meeting of delegates, the quorum is a majority of the number of delegates who have been registered as attending, even if some of them have departed.

In the absence of a quorum, any business transacted is null and void. In such a case, however, it is that business that is illegal, not the meeting. If the association's rules require that the meeting be held, the absence of a quorum in no way detracts from the fact that the rules were complied with and the meeting held, even though it had to adjourn immediately.

The only actions that can legally be taken in the absence of a quorum are to fix the time in which to adjourn, recess, or take measures to obtain a quorum (for example, contacting members during a recess and asking them to attend). The prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent. If an important opportunity would be lost unless acted upon immediately, the members present at the meeting can--at their own risk--act in the emergency in the hope that their actions will be ratified at a later meeting at which a quorum is present.

Before calling a meeting to order, the chair should be sure a quorum is present. If a quorum cannot be obtained, the chair should call the meeting to order, announce the absence of a quorum and entertain a motion to adjourn or one of the other motions allowed, as described above.

If a meeting has a quorum to begin with, but members leave the meeting, the continued presence of a quorum is presumed unless the chair or a member notices that a quorum is no longer present. If the chair notices the absence of a quorum, it is his/her duty to declare the fact, at least before taking any vote or stating the question on any new motion. Any member noticing the apparent absence of a quorum can raise a point of order to that effect at any time so long as he or she does not interrupt a person who is speaking. A member must question the presence of a quorum at the time a vote on a motion is to be taken. A member may not at some later time question the validity of an action on the grounds that a quorum was not present when the vote was taken.

If a meeting has to be adjourned because of a lack of a quorum, either before it conducts any business or part way through the meeting, the association must call another meeting to complete the business of the meeting. The usual quorum requirements apply to any subsequent meeting unless the association has specified in its by-laws a procedure to be used in such a situation. (The by-laws could stipulate, for example, that if a meeting had to be terminated for lack of a quorum, another meeting will be held x days or weeks later, and that the number of members attending that meeting will constitute a quorum.)

If the by-laws do not provide for a special procedure, all the usual requirements for calling and holding meetings apply.

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Last changed: 10/08/2002
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